Indemnified Directors definition

Indemnified Directors shall have the meaning set forth in Section 6.7(b).
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Indemnified Directors means Xxxxxx X. Xxxxxx, Xxxxxx X. Xxxxx, Xxxx X. Xxxxxxxxxx, Xxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxx, and Xxx Xxxxxx.
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Examples of Indemnified Directors in a sentence

  • This covenant is intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Directors and Officers and their respective heirs and legal representatives.

  • Notwithstanding the foregoing, after the Offer Payment Date, if the amount of the annual premium necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, the Company or the Surviving Corporation shall maintain or procure, for such six (6) year period or three (3) year period, as appropriate, the most advantageous policy of insurance for the Indemnified Directors and Officers obtainable for an annual premium equal to the Maximum Amount.

  • Notwithstanding the foregoing, after the Closing Date, if the amount of the annual premium necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, the Company or the Surviving Corporation shall maintain or procure, for such five (5) year period (as appropriate) the most advantageous policy of insurance for the Indemnified Directors and Officers obtainable for an annual premium equal to the Maximum Amount.

  • Notwithstanding anything herein to the contrary, none of Purchaser, the Company and the Company Subsidiaries shall bear or be liable for Taxes of any of the Indemnified Directors and Officers.

  • Nothing in this Agreement, express or implied, is intended to confer upon any Person other than Purchaser, Seller, the Indemnified Parties, the Indemnified Directors and their respective successors, legal representatives and permitted assigns, any rights or remedies under or by reason of this Agreement.

  • Buyer shall cause the Company to advance Costs to Indemnified Directors and Officers as incurred to the fullest extent permitted under applicable Legal Requirements, provided that the Person to whom Costs are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification.

  • Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any Person not a Party to this Agreement, except that (a) each of the Indemnified Directors and Officers are express third-party beneficiaries of Section 6.9, (b) each of the Buyer Indemnified Parties and Seller Indemnified Parties are express third-party beneficiaries of Article IX and (c) the Related Parties are express third-party beneficiaries of Section 10.11.

  • Notwithstanding the foregoing, none of the Indemnified Directors and Officers shall be entitled to indemnification or exculpation or advancement of expenses pursuant to this Section 5.10 to the extent any Purchaser Indemnified Party is entitled to indemnification pursuant to Article VII except, and solely, to the extent of any payments made directly from the insurers under the D&O Tail (and, for the avoidance of doubt, after payment of any applicable deductible thereunder).

  • Each of the Indemnified Directors and Officers are intended to be third party beneficiaries of this Section 5.19, with full rights of enforcement as if a party thereto.

  • Except pursuant to Section 6.8 and except for obligations owed to the Indemnified Directors of the Company under the Director Indemnification Agreements and obligations owed to Indemnified Parties hereunder, no provision of this Agreement shall create any third-party beneficiary or other rights in any Person, including any employee or former employee (including any beneficiary or dependent thereof) of the Company or of any of its Affiliates.

Related to Indemnified Directors

  • Indemnified Person has the meaning set forth in Section 11.3.

  • D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).

  • Disinterested Directors means, with respect to any Affiliate Transaction, one or more members of the Board of Directors of the Company, or one or more members of the Board of Directors of a Parent, having no material direct or indirect financial interest in or with respect to such Affiliate Transaction. A member of any such Board of Directors shall not be deemed to have such a financial interest by reason of such member’s holding Capital Stock of the Company or any Parent or any options, warrants or other rights in respect of such Capital Stock.

  • Disinterested Director means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

  • Elected Director means a person elected as an elected director in accordance with these bylaws or elected or appointed as a replacement director for an elected director;

  • Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.

  • D&O Indemnified Party has the meaning set forth in Section 5.8(a).

  • Fund Indemnified Persons means, the Fund and its affiliates and trustees, officers, partners, employees, agents, representatives and control persons, entitled to indemnification by the Holders under Section 7.

  • Disinterested Director/Trustee means a Director/Trustee of the Fund who is not an "interested person" of the Fund within the meaning of Section 2(a)(19) of the Act.

  • Indemnified Persons has the meaning assigned to such term in Section 7.12(c).

  • Related Indemnified Person of an indemnified person means (a) any controlling person or controlled affiliate of such indemnified person, (b) the respective directors, officers, or employees of such indemnified person or any of its controlling persons or controlled affiliates and (c) the respective agents of such indemnified person or any of its controlling persons or controlled affiliates, in the case of this clause (c), acting at the instructions of such indemnified person, controlling person or such controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this sentence pertains to a controlled affiliate or controlling person involved in the negotiation or syndication of this Agreement and the Term Loans.

  • Disinterested Director/Trustee means a Director/Trustee of the Fund who is not an "interested person" of the Fund within the meaning of Section 2(a)(19) of the Act.

  • Investor Indemnitees shall have the meaning set forth in Section 5.01.

  • Company Indemnified Persons has the meaning set forth in Section 5(a).

  • Company Indemnified Person means (a) any Administrator; (b) any Affiliate of any Administrator; (c) any officers, directors, shareholders, members, partners, employees, representatives or agents of any Administrator; or (d) any officer, employee or agent of the Trust or its Affiliates.

  • Investor Directors or “Investor Director” has the meaning set forth in Section 6.1(a) hereof.

  • Independent Fund Director means an independent director of an investment company advised by Invesco.

  • Indemnitees has the meaning specified in Section 10.04(b).

  • Company Indemnitees shall have the meaning set forth in Section 5.02.

  • Indemnified Claims shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard.

  • Indemnified Party’s Group means the Seller Group (with respect to a Seller Indemnified Party) or the Purchaser Group (with respect to a Purchaser Indemnified Party).

  • Indemnified Holder As defined in Section 8(a) hereof.

  • Investor Indemnified Party is defined in Section 4.1.

  • Directors means the directors for the time being of the Company.

  • Company Indemnitee has the meaning set forth in Section 7.2(b).

  • Interested Director means a director or trustee of an investment company who is an interested person within the meaning of Section 2(a)(19) of the Act. A “Disinterested Director” is a director who is not an interested person under Section 2(a)(19) of the Act.